Alien Cat-astrophe
by SentientCat
Summary: Ben and Rook meet an interesting... cat?. When they meet Shard they get dragged into a horrible turn of events involving Space Pirates, a genius cat, and some sexy Ben and Rook moments... maybe
1. Chapter 1

I do NOT own Ben 10.

It all started on a quiet morning, Ben and Rook were on patrol in Undertown when they recieved a message from the Plumbers telling them a distress beacon had been sent out near their current location. Rook answered "Were on our way" while Ben just slept in the seat next to him. Rook decided he'd wake Ben when they arrived.

A few minutes after driving they arrived at a run-down warehouse, Rook shoke Ben awake "Wha- whats up?" asked Ben as he shifted into an upright position, Rook pointed at the warehouse "We recieved a distress beacon from this warehouse" .

Ben looked at the warehouse, opened the door to the truck and stepped out "well then lets go" He said as Rook walked up to him. Together they walked towards the warehouse and snuck inside. In the center of the warehouse were a group of aliens, one of them was holding a small electric cage and inside was a... cat?

Ben turned to Rook "Are you sure this is the right place?" he asked the lavender alien. Rook pulled out a small device and looked at it "This says that the distress signal is emitting from this warehouse" he responed.

"So wheres it coming from?" Ben asked Rook, Rook just pointed at the cage holding the cat. "You mean were on a rescue mission for a cat?" Ben gave Rook a disbelieving stare. "I agree it seems foolish but thats what they said" Rook said to Ben.

Ben just shock his head and activated the Omnitrix, after shortly scrolling through his choices he slammed it down activating it. There was a green flash and in Bens place, there was a large fly-like creature that smelled atrocious. "What Stinkfly, I was going for XLR8" Ben said in his new form.

After a moment of Ben scolding the Omnitrix he flew up into the air, by this time the aliens were aware of their presence "get them!" the one that was most likely the leader shouted, as Ben and Rook fought the aliens, the cat sat quietly in its cage and watched the fight "Saved by Ben Tennyson, very interesting" it said in a half purr.

Once all the aliens were defeated, Ben turned back into his human form "now lets go free that cat" Ben said as he walked over to the cage that was still on the table, "How do I open this thing?" he said, Rook walked up behind with a key in his hand "This was on the largest one" Rook said as he handed Ben the key.

While Ben looked for the opening for the key, the Omnitrix started to flash a yellow color meaning it was going into DNA retrieval mode. The cat watched the Omnitrix with a keen interest as it flashed. Finally Ben found the opening and unlocked the cage.

Once the electronic barrier was shut off, Rook stepped over and pulled the cat out of the cage. "There now lets find out who your owner is" Ben said as he looked over and looked at the collar on the cats neck. There was a tag on the collar, when Ben looked at the tag all it said was 'Shard'.

"Well now we know your name but who is your owner" He said perplexed, "Oh, I don't have one" Shard said in a voice that gave away the fact she was female. Ben stared at the cat astonished "You can talk?!" he said startled. "Yes, and i'd appriciate if your partner would put me down" she said in a impatient voice, Rook gently placed her on the ground "thats bett-!" she cut herself off as the aliens started to wake up "I think now would be a good time to leave" she said quickly as she climbed onto Rook's shoulder.

Once Ben, Rook, and Shard were safely driving away from the warehouse, Ben turned to Shard "Ok, I'm gonna ask you two questions, one. How can you talk and two. Why were you locked in that cage in the warehouse", Shard looked at Ben "Well to your first question, the first reason I can talk is I was born that way and the reason I was in that cage is..."

NOTES: Well this is my first story so please don't be TOO harsh on me with the reviews and the reason I ended this chapter with "..." was because the story of why Shard was in the cage will be told in the next chapter.


	2. Chapter 2

**Shard sat in the middle of a room on a spaceship, she looked around then slipped out the cat flap installed in the door. She looked up and down the corridor, after that she ran up the corridor, only to be grabbed by a young female human "Hey sweety where you goin?" she said in a tone one would talk to a baby, then carried her back to the room she was previously in "Now stay in here sweety" she said and locked as she left the cat door.**

"Wait, why didn't you just tell her to put you down?" Ben asked Shard, who lay in his lap. "Because, I was undercover" She said impatiently "Can I finish my story now".

"Fine, but this doesn't explain why you were in a cage" Ben said, Shard gave him an angry stare, quieting Ben.

**Shard looked at the cat flap and tried to force it open, but it wouldn't budge "Damn humans, can't they tell I have to be somewhere" she whispered to herself frustrated. She decided to go with plan B, which was climb through the air ducts. She climbed up to the vent and torn off the cover, once she got inside she walked towards the room containing the escape pods.**

**Once she was inside the room and activated one of the escape pods, she started climbed inside and flew towards her destinaton. After about an hour of travel she arrived at a large and fairly ugly ship.**

"What was the purpose of flying to this ship?" Rook interupted. Shard glared at him "you would find out if you didn't interupt." she said "Now may I continue?". Rook waved his hand in a motion that probably meant to continue.

**As the escape pod approached the ship, Shard felt her ship shake like it was underground during an earthquake, she look at the video feed from behind her and was surprised to see a wave of ships behind her. "Damn it, I thought no one was watching the moniters for the pods at this time" she cursed, when she finished speaking the pod informed her a call was coming through.**

"Wait, why were they after you" Ben said. This time all Shard did was lay down on Ben's arm to keep it restrained and turned on the Omnitrix and turned Ben into Wildmutt. "There now you can't interupt me" she said "Now where was I, oh yes..."

**Shard accepted the call and saw the captian of the previous ship on the screen "Eye, Who dare hijack one of me ships" When he looked he was surprised to see their ship cat on screen "Yar what be this?" he hollered at the top of his lungs. Shard gave him a blank stare "I'm taking this ship to relay all the information you foolishly told me to Plumbers"**

This time it was Rook who interupted "Wait you were going to the Plumbers?". Shard got on her backlegs and threw her paws in the air "YES I WAS GOING TO THE PLUMBERS, NOW MAY I FINISH THIS STORY CAUSE I LOCKED BEN IN WILDMUTT FORM AND I WANT TO FINISH THIS STORY BEFORE THE OMNITRIX TIMES OUT" she shouted at Rook, who was taken aback by this, he waved his hand to continue.

**The captian did not look pleased by this new change of events "Me own mouser was a traitor, what a horrible change of events" he said, Shard taking this opertonity to escape slammed the accelerater towards the Plumber space station. The space pirates quick to respond went after her ship and to say it shortly, she didn't get very far.**

When she finished the story, the Omnitrix timed out. Ben looked at Shard with a face that clearly meant he was unhappy about being forced to turn into an alien, but didn't say anything, processing what he just learned from the story Shard just told. Suddenly, Shard was bathed in a bright yellow light that gave Shard a strange shiver, once the light from the Omnitrix receded back inside, it spoke in a minorly robotic version of Ben's voice "Alien DNA scanned and recognized, _Felis Silvestris _unlocked"

"Your an alien?" Ben said slightly confused. Shard looked at him like there was something wrong with him, "_Felis Silvestris _is the scientific name for cats". Ben still seemed confused "then why hasn't the Omnitrix scanned a cat before?". Shard thought about it for a moment "maybe because the Omnitrix scans the brain waves before collecting DNA to make sure their sentient" she said more of a question then a response.

Ben seemed to accept the answer, suddenly Rook stood up, picked up Shard and sat back down placing Shard on his lap as he sat "so what is this information you wished to convey to the Plumbers" he said petting Shard because he knew from his studies, earth cats enjoy being petted.

"I was going to tell the Plumbers about the Space Pirates, and all of it crucial information" Shard purred. Ben seemed lost but Rook was giving her a look that said he knew exacltly what she was talking about.


	3. Chapter 3

Ben was looking at Rook with an expression that said he was utterly confused.

"Space Pirates?" he asked, Rook looked at Ben and explained "the Space Pirates are a group made up of many different species that invade developing worlds and steal all the resources of the planet".

"Yes, and I need to tell them what the next target is" Shard said half asleep, Ben looked at her.

"Whats their next target?" he asked.

Shard got up "Its Earth that there going to invade next" she said, which earned her a funny stare from Ben.

"Not while Ben Tennyson's around" he said way to over confidently. Shard and Rook both gave him a dumb stare.

"Are you kidding, you really think they haven't thought of you already" Shard said to him flatly and Rook nodded in agreement.

"I agree with Shard, it would be foolish to not do so" Rook said.

"So what are we supposed to do" Ben asked Shard, all she did was shake her head.

"I don't know your the space cops, you should be solving this" she said louder then was really nessasary.

"What about sabatoge?" Rook said to the small group.

"Thats brilliant, but how do you suggest we do that, because they will recognize me and they will definetly recognize you two" Shard said, suddenly an idea struck Ben.

"what if I went in disguise" he said.

"Ben, that would be a god idea if all of your aliens weren't recognize able on sight" she said.

Ben just grinned "maybe not all" and with that he turned on the Omnitrix and browsed momentarily before stopping and slamming down the dial.

After the light died down, in Ben's place sat a brown cat with green eyes and a collar like Wildmutts only smaller. When Shard saw her face brightened.

"This just might work, but there is still the issue of time, you can only stay alien for about 15 minutes" she said.

"Don't worry about that, Azmuth upgraded it so that I can stay alien for a few hours now" Ben said happily.

Rook looked at Ben in his new form and only one thought came to him "Hes so adorable". As Ben and Shard planned how Ben was going to get in, Rook thought of what he usually did when he was bored, what if he and Ben were to start dating. As he thought he realized something was poking his leg, when he looked down he saw Shard looking up at him.

"Are you even listening" she demanded. Rook looked and saw Ben back to human form, and in front of Ben was a piece of paper with a diagram of a ship and in the corner was a plan of action.  
When Rook realized what happened he blushed in embarrassment.

"sorry I was not paying attention" he said to Ben and Shard, Shard just sighed and went back to work.

"Anyway, you will have to sneak into the ship, I'd recommend using Big Chill to sneak inside then hide in the cargo bay til the Omnitrix is fully charged, once its charged turn into...".  
She paused because Ben hadn't named the cat form yet, after a moment of thinking Rook spoke up.

"How about Becat?", the response earned him mixed results, Shard looked at him questionably, and Ben grinned "I like it, Its short and cute" he said. Shard just nodded.

"ok, you turn into Becat and become the ship, ship cat, then sabatoge their plans." She said, and with that their plan was set into motion.


	4. Chapter 4

It was nearly off the bat, that the plan began to go wrong. First of all, the pirates had up'ed the security around the mothership, and secondly was the fact that Shard's ship was busted and she couldn't fly Rook's ship.

Which was important because she was the one who knew where the cargo bay was and she couldn't give directions to save her life (which at the moment, it did). But luckily Ben had a photographic memory so he knew where they were flying from the diagram shown to him earlier.

Once they got near the cargo bay, Ben activated the Omnitrix, but he didn't get Big Chill like he wanted. But he did get a safe alternative... Ghostfreak. Once Ben was on board the mothership, he hid in the cargo bay til the Omnitrix was charged.

When it was finally charged, Ben tweeked the Omnitrix so the communicator would emit a sound only a cat or dog could hear. Once all of this was done he turned into Becat and over the course of a week, warmed up to the captain while Rook watched over him via spy bug and Shard monitered the power reserves on the Omnitrix from their ship and warned Ben before they got to low.

All through out the week, Ben learned little of the plan other then it was still being built. After a month had gone by Ben learned that whatever they were gonna use was finally complete and he would get to see it. When it was to be presented, Ben made sure he was in the room with it. "Aye, Oliver come to see the grand unveiling" the captain said to Ben as he picked him up.

Ben just meowed at him and with in the next few seconds a large device covered with a tarp was rolled into the room, as the tarp was removed Ben heard a gasp over the communicator. The gasp was all Ben needed to know that it was extremely dangerous.

The captain laughed as he saw the device "Marvelous,this thing will make us all rich, once the Earth is blown up we'll scavenge all the resources that survived" he gloated. Ben just stared wide-eyed at it "Ben, thats a Galvanic Hyperlaser, Earth would never survive that, oh and this is off topic but Rook is missing" Shard said through the comm.

Ben nearly gasped at the last comment but he stopped himself from doing so, which was good because the room was deathly silent and the captain was looking at him "So, what do ye' think of this" he said gesturing to the machine . Ben just meowed, which earned a laugh from the captain "yes it is something isn't is" the captain said, pretending to understand Ben.

It was a half hour later that Ben was alone. He was in his hiding place in the cargo bay, Ben changed back to normal, "What do you mean hes missing" Ben shouted into the Omnitrix. "I don't know, he said he was going to get more food and fuel for the ship, cause were still out here, and he said he'd be back in a half hour but after a couple of hours he still wasn't back" she responded.

Ben just sighed and 'face palmed' then he heard movement inside the cargo bay so he quickly changed into Becat, after a few seconds the captain appeared "Ah, there ye' be Oliver" he said as he picked Ben up "Its time for the fun to begin".

Shard was in the ship trying to figure out why Ben had yelled at her about Rook being missing, she was worried too but not enough to yell. The more she thought about it, the more only one possible thing could explain what it was; Ben liked Rook. Shard thought it over and realized how much sense it made, considering Ben's behavior around Rook.

As she thought about it, she was broken out of her thoughts by a loud beeping. She looked at the moniter infront of her and saw that the Omnitrix was getting dangerously low on power "Ben, your power reserves are getting too low" she said into the mic but got no response.

**NOTE: Hey people, hope you enjoyed this chapter cause I felt like a cliff hanger was nessasary.**


	5. Chapter 5

Ben heard Shard's warning but there was no way he could answer her because the captain was holding him in an iron grip so he was trapped. The captain was carrying him down a hallway while Ben tried to figure out a way to escape, but there was no escape at the moment.

After a short while Ben and the captain arrived in the largest room on the ship and the room was the largest congragation of pirates imaginable. Shard was still shouting through the comm the same warning over and over but Ben couldn't respond because the captain still held him.

The captain was navigating his way through the crowd with Ben in his arms, Ben cried to be put down but the captain just kept trying to shush him. After a few seconds Ben spotted a figure in the crowd covered from head to toe and Ben felt he should know who this person was but he couldn't figure it out.

The captain finally made it to the front of the room and shouted into the crowd "Attention all, the day has finally come that we harvest the resources of Earth" which earned him many cheers from his audience. At that point Ben saw the Laser and realized what was happening and he looked around and felt fear "The plan has gone very wrong" Ben thought to himself and felt only despair that he was helpless to stop the destruction of his home.

Ben was thinking of his friends and family whena sound broke him out of his thoughts, it was a loud beeping and Ben understood and finally managed to break free much to the ire of the captain who now had a large gash on his arm, but it was too late as Ben hit the ground he changed back to normal.

The pirates gasped when they saw Ben Tennyson where there was once a cat, but the captain looked at him in utter shock but that shock soon turned to rage "Again me own cat betrays me" he shouted and Ben tried to get away but he was currently down on all fours and the pirates moved to form a make shift wall to prevent escape.

The captain now loomed over him "I've had enough of traitorous felines" he shouted as he pulled something out of his belt and it took Ben a moment to register what is was but when he did he gaped in terror at what it was; a gun, and it was pointed directly at Ben's skull. "Say farewell, Ben Tennyson" he said. Ben was helpless at this point because the Omnitrix was timed out and there was nothing he could do but close his eyes and wait.

Ben opened his eyes when he heard a thud and looked to see the pirate he saw in the crowd earlier, grappling with the captain for the gun and Ben could see familiar marks on the mystery pirates face and realized it was... "Rook!" Ben shouted when he recognized him.

Shard had finally found the device that was connected to the spy bug and when she looked she saw Ben on the floor, pirates shouting for blood, and Rook fighting the captain for what looked like a gun. Shard watched as Rook knocked the captain out, but not before a surprised expression and almost pained expression spread across Rook's face.

Shard watched as Rook fell to the floor and Ben shouted and she realized what happened when a dark liquid began to pour onto the ground; Rook had been shot. Shard ran to the cockpit and activated the ship before quickly piloting the ship towards the front.

Ben was crying and shouting as Rook lay on the ground bleeding, when he looked up he saw the pirates were advancing on Ben and Rook. He could only watch as they began to pull out their own guns, when across from him Ben could see out the window was Rook's ship coming towards them at full speed.

There was a crash as the ship broke through the wall and the pirates ran in terror when it burst in. When the door opened Ben picked up Rook and ran inside the ship and saw Shard in the driver seat "Come on, before they regain there senses" Shard said to him urgently.

Ben ran to the back with Rook in his arms, when Shard shut the door she quickly backed out leaving the mothership to suffer explosive decompreshon. Ben grabbed the first aid kit while he applied pressure to the wound to stop the bleeding. Rook looked pale and was muttering under his breath, what sounded like praying.

Ben was using a long thin pole with a clamp at the end to remove the bullet, and when he finally got the bullet out Rook was holding Ben's arm while he worked to stop the bleeding.

Rook watched as Ben attended to his wound, he turned to his left and saw Shard piloting the ship through wave after wave of ship that attacked. "Ben" Rook whispered, when Ben turned to look at his face Rook frowned "Ben stop, i'm not going to make it" Rook whispered and Ben looked at him in shock. "My only regret is that I never told you my feelings for you" he continued and a sad look crept onto Ben's face "Rook, you love me don't you?" Ben asked him on the verge of tears.

Rook smiled and shut his eyes, feeling an odd feeling of peace. Rook was surprised when Ben put his hands under his back and lifted him up, and Rook was even more surprised when Ben planted his lips against Rook's in a tender kiss. Rook savored the moment until Ben pulled away and when Rook opened his eyes, he saw Ben with grin and tears falling down his face "I love you too" he said, and those worlds gave Rook the will the fight on and to stay with Ben.

Shard was flying and shooting at enemy ships when they got to close. Shard was flying back towards the ship and when she was in range, she fired the ships missles at the Galvanic HyperLaser which caused a massive explosion. Shard piloted their ship through enemy ships that were being destroyed by the explosion behind her.

Shard had finally piloted the ship away from the explosion and saw no remaining pirate ship "Yes, we made it" she said and when she turned around, she saw Ben hold Rook upright while kissing Rook. When they pulled apart she heard Ben saw "I love you too" to Rook.

Shard set the ship on auto pilot and rushed over to help Ben apply bandages to Rook's abdomen. When they finished applying the bandages, she sighed in relief as Rook was safe... for the moment. She realized that Rook needed profesional medical help. "We need to get him to a hospital, and soon" she said to Ben, who nodded agreement. So she went back to the cockpit and set a course for the Plumber space station.

_**One Week**_ **Later**

Rook lay in the hospital bed, he was finally in the clear and was allowed to have visitors and as soon as he was allowed, Ben was in the room with Rook telling him all about what had been going on in the week and telling Rook how worried he had been, Rook listened and commented when neccasary.

Suddenly Rook's face turned serious "Did you mean what you said, back on the ship?" Rook asked Ben. Ben just grinned, leaned over and lightly kissed Rook on the lips "Does that answer your question?" Ben asked jokingly. Rook just smiled "Yes, thank you" then he looked looked at the ground and looked around "Where is Shard?" Rook asked Ben worried.

Ben just laughed "they wouldn't let her in, cause some people are in here because their allergic to cats" he said grinning. Finally a nurse came in and told Ben that visiting hours were almost over. Ben nodded and the nurse exited the room "So Rook, does this mean were an item?" Ben asked Rook, who grinned "if 'an item' means were together then I geuss so" Rook answer, and with that Ben grinned and left the room.


End file.
